EXHIBIT 10.27



 Exhibit 10.27 
 EXECUTION VERSION 
 FOURTH AMENDMENT 
 FOURTH AMENDMENT, dated as of March 15, 2007 (this “Fourth Amendment”), to the Amended and Restated Credit Agreement, dated as of
April 28, 2005 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among EDUCATE OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other
financial institutions or entities from time to time parties thereto (the “Lenders”), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as documentation agent (the “Documentation
Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). 
 W I T N E S S E
T H: 
 WHEREAS, the Borrower, the Lenders, the Documentation Agent and the Administrative Agent are parties to the Credit Agreement;

 WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as set forth herein; and 
 WHEREAS, the Required Lenders have consented to the requested amendments as set forth herein; 
 NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows: 

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein which are defined in the Credit Agreement are used herein as
therein defined. 
 2. Amendments to Section 1. Section 1.1 of the Credit Agreement is hereby amended as follows: 

(a) by deleting “or” immediately before “Ivy West Asset Sale” and inserting in lieu thereof “,” in the definition of
“Asset Sale”; 
 (b) by inserting “or Company Center Asset Sale” immediately following “Ivy West Asset Sale” in
the definition of “Asset Sale”; 
 (c) by inserting the following definition in appropriate alphabetical order: 
 “Company Center: any center owned by the Borrower or any of its Subsidiaries and any and all assets relating thereto, including without
limitation, any and all of the following with respect to each such center: tangible personal property (such as machinery, customer lists, inventory, office equipment and furniture), leasehold or subleasehold interests, permits, licenses,
registrations, certificates, variances and similar rights from government and governmental authorities, books, records, ledgers, files, documents, correspondence, lists, creative materials, advertising and promotional materials, studies, reports and
other printed materials, telephone and facsimile numbers, but excluding any intellectual property of the Borrower or any Subsidiary (other than licenses and franchises thereof to the extent permitted in the Loan Documents).”; 
 (d) by inserting the following definition in appropriate alphabetical order: 
 “Company Center Asset Sale: any Disposition by the Borrower or any Subsidiary of one or more Company Centers.”; 







 (e) by inserting the following definition in appropriate alphabetical order: 
 “Fourth Amendment: the Fourth Amendment, dated as of March 15, 2007, to this Agreement.”; 
 (f) by inserting the following definition in appropriate alphabetical order: 
 “Fourth Amendment Effective Date: as defined in the Fourth Amendment.”; and 
 (g) by inserting “, Company Center Asset Sale” immediately after every appearance of “Ivy West Asset Sale” in the definition of
“Net Cash Proceeds”. 
 3. Amendments to Section 2.9. Section 2.9(c) is hereby amended by deleting paragraph
(c) and inserting in lieu thereof the following new paragraph (c): 
 “(c) If on any date any Group Member shall receive Net Cash
Proceeds from any Asset Sale, German Subsidiaries Asset Sale, Ivy West Asset Sale, Company Center Asset Sale or Recovery Event then, an amount equal to 100% of such Net Cash Proceeds (provided, however, notwithstanding the foregoing,
in the case of any Company Center Asset Sale after January 1, 2007, 50% of such Net Cash Proceeds to the extent the aggregate amount of the Net Cash Proceeds of all Company Center Asset Sales received as of such date does not exceed $5,000,000)
shall be applied on such date toward the prepayment of the Amended Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e).” 
 4. Amendments to Section 7.5. Section 7.5 is hereby amended as follows: 
 (a) by deleting
from paragraph (j) “having a fair market value not to exceed $2,000,000 in the aggregate for any fiscal year of the Borrower.” and inserting in lieu thereof, “, provided that, at the time of such Disposition and after
giving effect thereto, the aggregate fair market value of all such other property (such other property, for the avoidance of doubt, does not include Company Centers) Disposed of in such fiscal year does not exceed an amount equal to $2,000,000
minus the aggregate fair market value of all Company Centers Disposed of in such fiscal year pursuant to paragraph (k) of this Section 7.5 (which amount in no event shall be less than $0); and”; and 
 (b) by inserting the following as paragraph (k) of Section 7.5: 
 “(k) in addition to paragraphs (a) through (j) in this Section 7.5, the Disposition of one or more Company Centers.” 
 5. Amendments to Section 7.8. Section 7.8 is hereby amended as follows: 
 (a) deleting the word “and” at the end of paragraph (p) of Section 7.8; 
 (b) deleting the period at the end of paragraph (q) of Section 7.8 and inserting in lieu thereof “; and”; and 
 (c) inserting the following as paragraph (r) of Section 7.8: 
 “(r) Investments representing non-cash consideration received in connection with Company Center Asset Sales, including without limitation seller financing evidenced by a promissory note delivered by the purchaser
of one or more Company Centers to the Borrower or a Subsidiary thereof, as the case may be, as part of the consideration for the purchase of such Company Center or Company Centers.” 







 6. Agreements by the Borrower. The Borrower shall not, and shall not permit any of its
Subsidiaries to, make any Franchise Acquisition Expenditure, New Center Expenditure or Permitted Acquisition from the date hereof, except to the extent that it has committed to make, or materially commenced its planning for or consummation of, such
Franchise Acquisition Expenditure, New Center Expenditure or Permitted Acquisition prior to November 13, 2006 and except for any Franchise Acquisition Expenditure made for the sole purpose of purchasing franchises to sell to new franchisees.

 7. Conditions to Effectiveness of this Amendment. This Fourth Amendment shall become effective on and as of the date (such date the
“Fourth Amendment Effective Date”) of the execution and delivery of this Fourth Amendment by the Borrower, the Administrative Agent and the Required Lenders and satisfaction of the following conditions precedent: 
 (a) The Administrative Agent shall have received payment, for distribution to each Lender that has signed and delivered this Fourth Amendment to the
Administrative Agent by not later than 12:00 Noon (New York City time) on March 15, 2007 (or such later time or date as agreed by the Borrower and the Administrative Agent), of an amendment fee equal to 0.125% of the Aggregate Exposure of such
Lender then in effect immediately prior to the Fourth Amendment Effective Date. 
 (b) The Lenders and the Administrative Agent shall have
received all other fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with the Fourth Amendment. 
 (c) The Administrative Agent shall have received (i) a certificate of the Secretary or Assistant Secretary or similar officer of the Borrower, dated
the Fourth Amendment Effective Date, and certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of the Borrower (or its managing member) authorizing
the execution, delivery and performance of this Fourth Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Fourth Amendment Effective Date, (B) as to the incumbency and
specimen signature of each officer executing this Fourth Amendment or any other document delivered in connection herewith on behalf of the Borrower and (C) as to the incumbency and specimen signature of the Secretary or Assistant Secretary or
similar officer executing such certificate; and (ii) a good standing certificate for the Borrower from its jurisdiction of organization. 
 (d) The Administrative Agent shall have received an Acknowledgement and Consent in the form of Exhibit A attached hereto (the “Acknowledgement and Consent”), executed and delivered by each Loan Party other than the
Borrower. 
 8. Miscellaneous. 
 (a) Representation and Warranties. The Borrower hereby represents that as of the Fourth Amendment Effective Date each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and
correct in all material respects as if made on and as of such date (it being understood and agreed that any representation or warranty that by its terms is made as of a specific date shall be required to be true and correct in all material respects
only as of such specified date), and no Default or Event of Default has occurred and is continuing after giving effect to the amendments contemplated herein. 







 (b) Effect. Except as expressly amended hereby, all of the representations, warranties, terms,
covenants and conditions of the Loan Documents shall remain unamended and not waived and shall continue to be in full force and effect. 
 (c) Counterparts. This Fourth Amendment may be executed by one or more of the parties to this Fourth Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Fourth Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent. 
 (d) Severability. Any provision of this Fourth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 (e) Integration. This Fourth Amendment and the other Loan Documents represent the agreement of the Loan Parties, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein
or in the other Loan Documents. 
 (f) GOVERNING LAW. THIS FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (g)
Waiver. The Lenders hereby waive solely for the period from January 1, 2007 and until May 31, 2007 (the “Waiver Period”) (A) compliance by the Borrower with the covenants contained in Sections 7.1(a),
(b) and (c) of the Credit Agreement for the last day of, and for the period of four consecutive fiscal quarters ending with, the fiscal quarter of the Borrower ended December 31, 2006 and ending March 31, 2007, respectively and
(B) any Default or Event of Default arising out of any non-compliance by the Borrower therewith or any breach by the Borrower of any representation or warranty made by it to the extent such breach would not have occurred but for such
non-compliance. 
 (h) Acknowledgement and Consent. To effectuate the amendments to the Guarantee and Collateral Agreement provided in
Section 3 of the Acknowledgement and Consent, the Lenders authorize and instruct the Administrative Agent to execute and deliver the Acknowledgement and Consent. 







 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written. 
  

			
	EDUCATE OPERATING COMPANY, LLC
		
	By:	 	 /s/ Kevin E. Shaffer

	Name:	 	Kevin E. Shaffer
	Title:	 	Vice President, Treasurer & Assistant Secretary










			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
		
	By:	 	 /s/ Kathryn A. Duncan

	Name:	 	Kathryn A. Duncan
	Title:	 	Managing Director










			
	MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Documentation Agent and as a Lender
		
	By:	 	 /s/ Kelli J. O’Connell

	Name:	 	Kelli J. O’Connell
	Title:	 	Vice President










			
	Atlas Loan Funding 1, LLC
	By:	 	Atlas Capital Funding, Ltd.
	By:	 	Structured Asset Investors, LLC
	Its Investment Manager, as a Lender
		
	By:	 	 /s/ Diana M. Himes

	Name:	 	Diana M. Himes
	Title:	 	Vice President
	
	Atlas Loan Funding 2, LLC
	By:	 	Atlas Capital Funding, Ltd.
	By:	 	Structured Asset Investors, LLC
	Its Investment Manager, as a Lender
		
	By:	 	 /s/ Diana M. Himes

	Name:	 	Diana M. Himes
	Title:	 	Vice President
	
	WB Loan Funding 4, LLC, as a Lender
		
	By:	 	 /s/ Diana M. Himes

	Name:	 	Diana M. Himes
	Title:	 	Vice President









			
	GSC PARTNERS GEMINI FUND LIMITED
	By:	 	GSCP (NJ), L.P., as Collateral Monitor
	By:	 	GSCP (NJ), INC., its General Partner, as a Lender
		
	By:	 	 /s/ Seth M. Katzenstein

	Name:	 	Seth M. Katzenstein
	Title:	 	Authorized Signatory

  

			
	Whitehorse I, LTD.
	By:	 	Whitehorse Capital Partners, L.P. as Collateral Manager, as a Lender
		
	By:	 	 /s/ Ethan Underwood

	Name:	 	Ethan Underwood
	Title:	 	Manager

  

			
	Whitehorse II, LTD.
	By:	 	Whitehorse Capital Partners, L.P. as Collateral Manager, as a Lender
		
	By:	 	 /s/ Ethan Underwood

	Name:	 	Ethan Underwood
	Title:	 	Manager

  

			
	Toronto Dominion (New York), LLC, as a Lender
		
	By:	 	 /s/ Masood Fikree

	Name:	 	Masood Fikree
	Title:	 	Authorized Signatory
	
	Bank of America, NA., as a Lender
		
	By:	 	 /s/ Mary K. Giermek

	Name:	 	Mary K. Giermek
	Title:	 	Senior Vice President
	
	ING Capital LLC, as a Lender
		
	By:	 	 /s/ Khursheed Sorabjee

	Name	 	: Khursheed Sorabjee
	Title:	 	Vice President
	
	General Electric Capital Corporation, as a Lender
		
	By:	 	 /s/ Martin Mahoney

	Name:	 	Martin Mahoney
	Title:	 	Duly Authorized Signatory









			
	Antares Capital Corporation, as a Lender
		
	By:	 	 /s/ Martin Mahoney

	Name:	 	Martin Mahoney
	Title:	 	Duly Authorized Signatory
	
	General Electric Capital Corporation, as Administrator for, Merritt CLO Holding LLC, as a Lender
		
	By:	 	 /s/ Amanda Van Heyst

	Name:	 	Amanda Van Heyst
	Title:	 	Duly Authorized Signatory
	
	LightPoint CLO 2004-1, Ltd., Marquette US/European CLO, P.L.C. as a Lender
		
	By:	 	 /s/ Martin J. Mulroe

	Name:	 	Martin J. Mulroe
	Title:	 	Managing Director
	
	Stanfield Arbitrage CDO, Ltd.
	By:	 	Stanfield Capital Partners LLC as its Collateral Manager, as a Lender
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director
	
	EAGLE LOAN TRUST
	By:	 	Stanfield Capital Partners, LLC as its Collateral Manager, as a Lender
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director
	
	Stanfield AZURE CLO, Ltd.
	By:	 	Stanfield Capital Partners, LLC as its Collateral Manager, as a Lender
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director
	
	Stanfield Vantage CLO, Ltd
	By:	 	Stanfield Capital Partners, LLC as its Asset Manager, as a Lender
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director









			
	Stanfield Modena CLO, Ltd
	By:	 	Stanfield Capital Partners, LLC as its Asset Manager, as a Lender
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director
	
	Stanfield Quattro CLO, Ltd.
	By:	 	Stanfield Capital Partners, LLC as its Collateral Manager, as a Lender
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director
	
	M&T Bank, as a Lender
		
	By:	 	 /s/ John H. Lewin

	Name:	 	John H. Lewin
	Title:	 	Vice President
	
	BABSON CLO LTD 2005-I
	BABSON CREDIT STRATEGIES CLO, LTD.
	SUFFIELD CLO, LIMITED, as Lenders
	By:	 	Babson Capital Management LLC as Collateral Manager
		
	By:	 	 /s/ Dongbing Hu

	Name:	 	Dongbing Hu
	Title:	 	Associate Director
	
	BILL & MELINDA GATES FOUNDATION, as a Lender
	By:	 	Babson Capital Management LLC as Investment Adviser
		
	By:	 	 /s/ Dongbing Hu

	Name:	 	Dongbing Hu
	Title:	 	Associate Director
	
	MASSACHUSETTS MUTUAL LIFE
	INSURANCE COMPANY, as a Lender
	By:	 	Babson Capital Management LLC as Investment Adviser
		
	By:	 	 /s/ Dongbing Hu

	Name:	 	Dongbing Hu
	Title:	 	Associate Director









			
	HAKONE FUND LLC, as a Lender
	By:	 	Babson Capital Management LLC as Investment Manager
		
	By:	 	 /s/ Dongbing Hu

	Name:	 	Dongbing Hu
	Title:	 	Associate Director
	
	Navigator CDO 2004, LTD., as a Lender
	By:	 	Antares Asset Management, Inc., as Collateral Manager
		
	By:	 	 /s/ Kathleen Brooks

	Name:	 	Kathleen Brooks
	Title:	 	Authorized Signatory
	
	CIT Lending Services Corporation, as a Lender
		
	By:	 	 /s/ David Manheim

	Name:	 	David Manheim
	Title:	 	Vice President
	
	Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO I, LTD., or an affiliate, as a Lender
		
	By:	 	 /s/ John P. Thacker

	Name:	 	John P. Thacker
	Title:	 	Chief Credit Officer
	
	Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate, as a Lender
		
	By:	 	 /s/ John P. Thacker

	Name:	 	John P. Thacker
	Title:	 	Chief Credit Officer
	
	Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI, LTD., or an affiliate, as a Lender
		
	By:	 	 /s/ John P. Thacker

	Name:	 	John P. Thacker
	Title:	 	Chief Credit Officer









			
	MSIM Peconic Bay Ltd., as a Lender
	By:	 	Morgan Stanley Investment Management, Inc. as Interim Collateral Manager, as a Lender
		
	By:	 	 /s/ Jinny K. Kim

	Name:	 	Jinny Kim
	Title:	 	Executive Director
	
	Zodiac Fund – Morgan Stanley Senior Loan Fund
	By:	 	Morgan Stanley Investment Management, Inc. as Investment Adviser, as a Lender
		
	By:	 	 /s/ Jinny K. Kim

	Name:	 	Jinny Kim
	Title:	 	Executive Director
	
	Confluent 3 Limited
	By:	 	Morgan Stanley Investment Management, Inc. as Investment Manager, as a Lender
		
	By:	 	 /s/ Jinny K. Kim

	Name:	 	Jinny Kim
	Title:	 	Executive Director
	
	MSIM Croton, Ltd.
	By:	 	Morgan Stanley Investment Management, Inc. as Collateral Manager, as a Lender
		
	By:	 	 /s/ Jinny K. Kim

	Name:	 	Jinny Kim
	Title:	 	Executive Director
	
	Qualcomm Global Trading, Inc.
	By:	 	Morgan Stanley Investment Management as Investment Manager, as a Lender
		
	By:	 	 /s/ Jinny K. Kim

	Name:	 	Jinny Kim
	Title:	 	Executive Director
	
	Morgan Stanley Prime Income Trust, as a Lender
		
	By:	 	 /s/ Jinny K. Kim

	Name:	 	Jinny Kim
	Title:	 	Executive Director









			
	Van Kampen Senior Income Trust
	By:	 	Van Kampen Asset Management, as a Lender
		
	By:	 	 /s/ Robert P. Drobny

	Name:	 	Robert P. Drobny
	Title:	 	Vice President
	
	Van Kampen Senior Loan Fund
	By:	 	Van Kampen Asset Management, as a Lender
		
	By:	 	 /s/ Robert P. Drobny

	Name:	 	Robert P. Drobny
	Title:	 	Vice President
	
	SIERRA CLO II, as a Lender
		
	By:	 	 /s/ John M. Casparian

	Name:	 	John M. Casparian
	Title:	 	Senior Managing Director, Churchill Pacific, Manager
	
	OLYMPIC CLO I, as a Lender
		
	By:	 	 /s/ John M. Casparian

	Name:	 	John M. Casparian
	Title:	 	Senior Managing Director, Churchill Pacific, Manager
	
	WHITNEY CLO I, as a Lender
		
	By:	 	 /s/ John M. Casparian

	Name:	 	John M. Casparian
	Title:	 	Senior Managing Director, Churchill Pacific, Manager
	
	SHASTA CLO I, as a Lender
		
	By:	 	 /s/ John M. Casparian

	Name:	 	John M. Casparian
	Title:	 	Senior Managing Director, Churchill Pacific, Manager
	
	SIERRA CLO I, as a Lender
		
	By:	 	 /s/ John M. Casparian

	Name:	 	John M. Casparian
	Title:	 	Senior Managing Director, Churchill Pacific, Manager









			
	The Governor and Company of the Bank of Ireland, as a Lender
		
	By:	 	 /s/ Louise O’Connor

	Name:	 	Louise O’Connor
	Title:	 	Vice President
		
	By:	 	 /s/ Ross Catlin

	Name:	 	Ross Catlin
	Title:	 	Managing Director
	
	Allied Irish Banks Ltd, as a Lender
		
	By:	 	 /s/ Joanne Gibson

	Name:	 	Joanne Gibson
	Title:	 	Assistant Vice President
		
	By:	 	 /s/ Margaret Brennan

	Name:	 	Margaret Brennan
	Title:	 	Senior Vice President
	
	AIB Debt Management Ltd, as a Lender
		
	By:	 	 /s/ Joanne Gibson

	Name:	 	Joanne Gibson
	Title:	 	Assistant Vice President
	Investment Advisor to AIB Debt Management, Limited
		
	By:	 	 /s/ Margaret Brennan

	Name:	 	Margaret Brennan
	Title:	 	Senior Vice President
	Investment Advisor to AIB Debt Management, Limited